For Guarantors incorporated or organized in the United Kingdom Sample Clauses

For Guarantors incorporated or organized in the United Kingdom. The guarantee and indemnity in this Guaranty does not apply to any liability to the extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of sections 678 or 679 of the United Kingdom Companies Xxx 0000.
Sample 1
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For Guarantors incorporated or organized in the United Kingdom. The guarantee and indemnity in this Guaranty does not apply to any liability to the extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of sections 678 or 679 of the United Kingdom Companies Xxx 0000. [Subsidiary Guaranty Supplement] SUBSIDIARY GUARANTY SUPPLEMENT July 1, 2019 Credit Suisse AG, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Reference is made to (i) that certain Credit Agreement dated as of August 18, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Jaguar Holding Company II, a Delaware corporation, Pharmaceutical Product Development, LLC, a Delaware limited liability company, Jaguar Holding Company I, a Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and a L/C Issuer, and the other parties party thereto and (ii) the Subsidiary Guaranty dated as of August 18, 2015 (as amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “Guaranty Supplement”), the “Subsidiary Guaranty”), among the Guarantors party thereto and the Administrative Agent. The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
Sample 1
For Guarantors incorporated or organized in the United Kingdom. No Guaranty shall apply to any liability to the extent that it would result in any guaranty constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Xxx 0000. EXHIBIT F-1 HOLDINGS GUARANTY Dated as of June 30, 2014 between ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.Á X.X. as Guarantor and BARCLAYS BANK PLC, as Administrative Agent T A B L E O F C O N T E N T S Section Page SECTION 1. Guaranty 2 SECTION 2. Guaranty Absolute 2 SECTION 3. Waivers and Acknowledgments 3 SECTION 4. Subrogation 4 SECTION 5. Payments Free and Clear of Taxes, Etc. 5 SECTION 6. Representations and Warranties 6 SECTION 7. Covenants 6 SECTION 8. Amendments, Etc. 6 SECTION 9. Notices, Etc. 7 SECTION 10. No Waiver; Remedies 7 SECTION 11. Right of Set-off 7 SECTION 12. Continuing Guaranty; Assignments under the Credit Agreement 7 SECTION 13. Fees and Expenses; Indemnification 8 SECTION 14. Subordination 8 SECTION 15. Execution in Counterparts 9 SECTION 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 SECTION 17. Severability 11 SECTION 18. Headings 11 SECTION 19. Guaranty Enforceable by Administrative Agent or Collateral Agent 11 HOLDINGS GUARANTY HOLDINGS GUARANTY dated as of June 30, 2014 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) between ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À X.X, a société à responsabilité limitée governed by the laws of Luxembourg, having its registered office at 5, rue Xxxxxxxxx Xxxxx, and registered with the Luxembourg trade and companies register under the number B185693 (the “Guarantor”), and BARCLAYS BANK PLC, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
Sample 1

Related to For Guarantors incorporated or organized in the United Kingdom

  • Principal Place of Business and Organization No Borrower shall change its principal place of business set forth in the introductory paragraph of this Agreement without first giving Lender thirty (30) days prior notice. No Borrower shall change the place of its organization as set forth in Section 4.1.28 hereof without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrowers shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization.

  • Principal Place of Business; State of Organization (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Incorporation and Organization The Corporation and each Subsidiary has been incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out the obligations thereof hereunder.

  • Preservation of Organization Seller shall use its reasonable best efforts, provided that no material expenditure is required, to preserve intact the business organization of the Business, to keep available the services of current employees of the Business and to preserve for Purchaser the present relationships of the Business with its suppliers and customers and others having business relations with the Business.

  • Jurisdiction of Organization On the date hereof, such Grantor’s jurisdiction of organization is specified on Schedule 4.

  • Jurisdiction of Organization; Chief Executive Office Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • Type and Jurisdiction of Organization, Organizational and Identification Numbers The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

  • Name; Jurisdiction of Organization, etc On the date hereof, such Grantor’s exact legal name (as indicated on the public record of such Grantor’s jurisdiction of formation or organization), jurisdiction of organization, organizational identification number, if any, United States taxpayer identification number, if any, and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 3.4. Each Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction. Except as otherwise indicated on Schedule 3.4, the jurisdiction of each such Grantor’s organization of formation is required to maintain a public record showing the Grantor to have been organized or formed. Except as specified on Schedule 3.4, as of the Closing Date (or the date of any applicable Joinder Agreement hereto in the case of an Additional Grantor) no such Grantor has changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years and has not within the last five years become bound (whether as a result of merger or otherwise) as a grantor under a security agreement entered into by another Person, which has not heretofore been terminated.

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